Website Terms of Use

ICLEI USA – WEBSITE TERMS OF USE

PLEASE CAREFULLY READ THESE TERMS. IF YOU DO NOT ACCEPT THEM IN THEIR ENTIRETY, THEN PLEASE DO NOT USE ACCESS OR USE THIS WEBSITE.

Introduction

Welcome to the website (“Site”) for ICLEI – Local Governments for Sustainability U.S.A., INC. (“ICLEI”). This is a binding agreement. By using the Site (www.icleiusa.org), its subdomains, and any Site Material (defined below), you agree to abide by these Terms of Use with ICLEI (“Terms”). Use of the term “Site” hereafter includes Site Material. ICLEI may revise these Terms at any time and in its sole discretion. It is your responsibility to review these Terms periodically, and if at any time you find these Terms unacceptable, you must immediately leave the Site and cease all use of the Site. Your continued access to or use of the Site will constitute your acceptance of any revisions to these Terms. ICLEI will endeavor to post a notice on the Site any time these Terms have been substantively changed. YOU AGREE THAT BY USING THIS SITE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

Privacy Policy

ICLEI respects your privacy. A complete statement of ICLEI’s privacy policy can be found here and is incorporated into these Terms by reference.

Account Information

When you are required to open an account to use or access the Site, you must complete the registration process by providing complete and accurate information. You will also be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, username, or password of someone else at any time. You agree to notify ICLEI immediately of any unauthorized use of your account, user name, or password. You may be held liable for any losses incurred by ICLEI due to someone else’s use of your account or password. ICLEI is not liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge.

Proprietary Rights

The contents of this Site are protected by copyright and trademark law. Any use of Site contents is prohibited, except as provided in these Terms. Unless otherwise noted, all such content, software (downloadable and software as a service), names, marks and logos, both registered and unregistered, are owned by or licensed to ICLEI (collectively “Site Material”). Site Material that does not belong to ICLEI is instead owned by third party owners, and ICLEI claims no rights in them.

Rights ICLEI Grants You

ICLEI grants you a limited, revocable, non-exclusive and non-transferable license to view and download content from the Site, provided that you fully comply with these Terms. You agree to retain all copyright, trademark and other proprietary notices contained in any material you obtain from the Site and to attribute ownership to ICLEI except as otherwise noted. Unless otherwise stated, you may not sell, modify, reproduce, display, distribute, or otherwise use the Site in any way for any commercial purpose. You agree that you will not copy or reproduce any Site Material to imply an endorsement by ICLEI or relationship with ICLEI unless specifically authorized to do so.

Content Provided by Users

We welcome you providing and sharing information on this Site but you should not provide any information you consider confidential or proprietary. With respect to any information you do provide, you grant ICLEI a non-exclusive, perpetual, royalty-free, freely transferable license to use, practice, exploit, modify and sublicense such information everywhere, for any purpose whatsoever, commercial or otherwise. Such information will not be treated as confidential unless the webpage through which you provide it expressly states otherwise. You are exclusively responsible and liable for the accuracy and completeness of any information you provide. We reserve the right to delete any information you post on this Site that ICLEI, in its sole discretion, determines is inaccurate, inappropriate, violates the law or is otherwise inconsistent with ICLEI’s policies and purposes. Unless otherwise specified, you waive all rights to claim that ICLEI infringed on your proprietary rights, intellectual property rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with the information you provide through the Site.

Prohibited Uses

ICLEI imposes certain restrictions on your permissible use of the Site. You are prohibited from violating or attempting to violate any security features of the Site including, without limitation, (i) accessing content or data not intended for you or logging onto a server or account that you are not authorized to access; (ii) attempting to probe, scan, or test the vulnerability of the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (iii) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (iv) using the Site to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; or (v) attempting to modify, reverse-engineer, decompile, disassemble, create derivative works, alter or exploit and Site Materials or source code. Any violation of the Terms shall immediately terminate the limited license granted herein and may subject you to civil and/or criminal liability. Upon termination of this limited license, you agree to immediately destroy any downloaded or printed Site Materials. Except as stated herein, you acknowledge that you have no right, title or interest in or to this Site or any Site Materials.

Copyright Infringement / Digital Millennium Copyright Act Notice

We respect the rights of copyright owners and expect all users of the Site to comply with U.S. copyright law. ICLEI has procedures in place to protect the rights of copyright owners in the event of alleged infringement, in accordance with the Digital Millennium Copyright Act (“DMCA”). If you believe that your copyright is being infringed by any material viewed on this Site, please send a notice in accordance with the DMCA to ICLEI’s designated agent listed at the end of these Terms. ICLEI reserves reserve the right to remove any communications from this Site and to expel users and prevent their further access to this Site for violating the law or these Terms.

Disclaimer of Warranties

ICLEI strives to provide and maintain accurate Site Material; however, inaccuracies may exist along with typographical errors. ICLEI makes no representations about the accuracy, reliability, completeness, or timeliness of the Site Material or about the results obtained from using the Site. Use of the Site and Site Material is at your own risk. THIS SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, ICLEI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, OF NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS AND OF FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

IN NO EVENT WILL ICLEI BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM THE USE OR INABILITY TO USE THE SITE OR LINKS ON THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ICLEI IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. “DAMAGES” INCLUDES, BUT IS NOT LIMITED TO, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION. YOUR RIGHT TO USE THE SITE IS CONDITIONED UPON YOUR ACCEPTANCE OF THE RESTRICTIONS ON USE IN THESE TERMS, INCLUDING BUT NOT LIMITED TO ITS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY.

Links and Affiliated Websites

The Site contains links to websites and content owned and/or controlled by others. You acknowledge and agree that ICLEI makes no representations or guarantees about, and shall have no liability or responsibility for, the security, safety, accuracy, currency, content or quality of such third-party websites and content, and that, unless expressly provided otherwise, these Terms shall govern your use of any and all third party content.

Indemnity

You agree to indemnify, defend, and hold harmless ICLEI, its officers, directors, employees, consultants, agents, and representatives from any and all third party claims, liability, damages, and/or costs (including reasonable attorney fees) arising from your access to or use of the Site, your violation of these Terms, or the infringement of any intellectual property right by you or any other user of your account. ICLEI will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

One Year Limit

Regardless of any contrary statute or law, you agree that any claim or cause of action you may have against ICLEI that actually or is alleged to arise out of your use of the Site or these Term must be filed within one year after such claim or cause of action arises or be forever barred and precluded.

Governing Law

These Terms and your use of the Site shall be construed in accordance with and governed by the laws of the United States and the State of California, without regard to their rules regarding conflicts of law. You irrevocably consent to the exclusive jurisdiction of the state or federal courts in Alameda County, California, USA in all disputes arising out of or related to the use of the Site or these Terms. Your use of or access to the Site shall not be construed as ICLEI purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California. Before seeking legal recourse for any harm you believe you suffered from the Site, you will provide ICLEI written notice specifying the harm and 30 days to cure the harm after providing such notice before initiating any legal action.

These Terms are the entire agreement between you and ICLEI and supersede all prior or contemporaneous negotiations, discussions or agreements about this Site; however, the terms of any separate software license agreement shall supersede any conflicting provision of these Terms with respect to such software. The representations made by you and sections entitled proprietary rights, disclaimer of warranties, limitations of liability, indemnification, one year limit, and governing law shall survive any termination of these Terms.

Miscellaneous

These Terms constitute the entire agreement between ICLEI and you regarding your access and use of the Site, and supersedes any prior agreements between us concerning these matters. If you download or otherwise acquire any software or other products or services through the Site, then you may become subject to additional terms and conditions and/or license agreement(s) governing your use of such items. ICLEI’s failure to insist upon strict performance of any of these Terms will not be deemed a waiver of its right to insist upon strict performance. ICLEI may assign its rights and obligations under these Terms at any time and without notifying you.